Exhibit 3.4
[Seal] | State of California March Fong Eu Secretary of State | Form LP-1 |
CERTIFICATE OF LIMITED PARTNERSHIP IMPORTANT-Read Instructions on back before completing this form This Certificate is presented for filing pursuant to Section 15621, California Corporations Code. |
1. | NAME OF LIMITED PARTNERSHIP | ||
ESX Partners, L.P. | |||
2. | STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE | CITY AND STATE | ZIP CODE |
777 California Street | Palo Alto, California | 94304 | |
3. | STREET ADDRESS OF CALIFORNIA OFFICE IF EXECUTIVE OFFICE IS IN ANOTHER STATE | CITY | ZIP CODE |
CA | |||
4. | COMPLETE IF LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS IN EXISTENCE ON DATE THIS CERTIFICATE IS EXECUTED. | ||
THE ORIGINAL LIMITED PARTNERSHIP CERTIFICATE WAS RECORDED ON ____________________ 19 ________ WITH THE RECORDER OF _______________________ COUNTY. FILE OR RECORDATION NUMBER _______________________________ | |||
5. | NAMES AND ADDRESSES OF ALL GENERAL PARTNERS: (CONTINUE ON SECOND PAGE, IF NECESSARY) |
A. NAME: Essex Property Trust, Inc. ADDRESS : 777 California Street CITY: Palo Alto STATE: CA ZIP CODE: 94304 | C. NAME: ADDRESS: CITY: STATE: ZIP CODE: | ||
B. NAME: ADDRESS: CITY: STATE: ZIP CODE: | D. NAME: ADDRESS: CITY: STATE: ZIP CODE: | ||
6. | NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS: | ||
NAME: Keith R. Guericke | |||
ADDRESS: 777 California Street | CITY: Palo Alto STATE: CA ZIP CODE: 94304 | ||
7. | ANY OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE NOTED ON SEPARATE PAGES AND BY REFERENCE HEREIN ARE A PART OF THIS CERTIFICATE. | 8. | INDICATE THE NUMBER OF GENERAL PARTNERS SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, DISSOLUTION, CONTINUATION AND CANCELLATION. |
NUMBER OF PAGES ATTACHED: 0 | NUMBER OF GENERAL PARTNER(S) SIGNATURE(S) IS/ARE: 1 (PLEASE INDICATE NUMBER ONLY) |
9. IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(s) WHO EXECUTED THIS CERTIFICATE OF LIMITED PARTNERSHIP WHICH EXECUTION IS MY (OUR) ACT AND DEED. (SEE INSTRUCTIONS) | ||||||
ESSEX PROPERTY TRUST, INC. | THIS SPACE FOR FILING OFFICER USE | |||||
By: /s/ Keith R. Guericke | ||||||
SIGNATURE Keith R. Guericke | SIGNATURE | 9407700013 | ||||
President | 3/16/94 | |||||
POSITION OR TITLE | DATE | POSITION OR TITLE | DATE | FILED | ||
In the office of the Secretary of State of the State of California | ||||||
SIGNATURE | SIGNATURE | MAR 17 1994 | ||||
TONY MILLER | ||||||
POSITION OR TITLE | DATE | POSITION OR TITLE | DATE | Acting Secretary of State |
10. RETURN ACKNOWLEDGEMENT TO: | By /s/ Tony Miller | ||
NAME David S. Fries | |||
ADDRESS Morrison & Foerster | |||
CITY 345 California Street | |||
STATE San Francisco, California 94104-2675 | |||
ZIP CODE | |||
SEC/STATE REV. 1/88 | FORM LP-1-FILING FEE: $70 Approved by Secretary of State |
[Seal] | State of California March Fong Eu Secretary of State | Form LP-2 |
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
IMPORTANT - Read instructions on back before completing this form
This Certificate is presented for filing pursuant to Section 15622, California Corporations Code.
1. | SECRETARY OF STATE FILE NO. (ORIGINAL CERTIFICATE-FORM LP-1) | 2. | NAME OF LIMITED PARTNERSHIP |
94-07700013 | ESX Partners, L.P. | ||
3. | THE CRETIFICATE OF LIMITED PARTNERSHIP IS AMENDED AS FOLLOWS: (COMPLETE APPROPRIATE SUB-SECTION(S) CONTINUE ON SECOND PAGE, IF NECESSARY). |
A. | THE LIMITED PARTNERSHIP NAME IS CHANGED TO: Essex Portfolio, L.P. | ||||
B. | PRINCIPAL EXECUTIVE OFFICE ADDRESS CHANGE: | E. | GENERAL PARTNER NAME CHANGE: | ||
ADDRESS: 777 California Avenue | OLD NAME: | ||||
CITY: Palo Alto STATE: CA ZIP CODE: 94304 | NEW NAME: | ||||
C. | CALIFORNIA OFFICE ADDRESS CHANGE: | F. | GENERAL PARTNER(S) WITHDRAWN: | ||
ADDRESS: | NAME: | ||||
CITY: STATE: CA ZIP CODE: | NAME: | ||||
D. | GENERAL PARTNER ADDRESS CHANGE: | G. | GENERAL PARTNER ADDED: | ||
NAME: Essex Property Trust, Inc. | NAME: | ||||
ADDRESS: 777 California Avenue | ADDRESS: | ||||
CITY: Palo Alto STATE: CA ZIP CODE: 94304 | CITY: STATE: ZIP CODE: | ||||
H. | INFORMATION CONCERNING THE AGENT FOR SERVICE OF PROCESS HAS BEEN CHANGED TO: | ||||
NAME: Keith R. Guericke | |||||
ADDRESS: 777 California Avenue | CITY: Palo Alto STATE : CA ZIP CODE: 94304 |
I. | THE NUMBER OF GENERAL PARTNERS REQUIRED TO ACKNOWLEDGE AND FILE CERTIFICATES OF AMENDMENT, DISSOLUTION, CONTINUATION AND CANCELLATION IS CHANGED TO: | J. | OTHER MATTERS TO BE INCLUDED IN THE CERTIFICATE OF LIMITED PARTNERSHIP ARE AMENDED AS INDICATED ON THE ATTCHED PAGE(S). | ||
☐ | |||||
(PLEASE INDICATE NUMBER ONLY) | NUMBER OF PAGES ATTACHED: 0 | ||||
4. | IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(S) WHO EXECUTED THIS AMENDMENT TO THE IDENTIFIED CERTIFICATE OF LIMITED PARTNERSHIP, WHICH EXECUTION IS MY (OUR) ACT AND DEED. (SEE INSTRUCTIONS) |
ESSEX PROPERTY TRUST, INC. | THIS SPACE FOR FILING OFFICER USE | |||||
SIGNATURE | SIGNATURE | |||||
By: /s/ Keith R. Guericke | 9407700013 | |||||
President | 4/14/94 | |||||
POSITION OR TITLE | DATE | POSITION OR TITLE | DATE | FILED | ||
In the office of the Secretary of State of the State of California | ||||||
SIGNATURE | SIGNATURE | APR 18 1994 | ||||
/s/ Tony Miller | ||||||
POSITION OR TITLE | DATE | POSITION OR TITLE | DATE | TONY MILLER | ||
ACTING SECRETARY OF STATE |
5. RETURN ACKNOWLEDGEMENT TO: | |||
NAME David S. Fries | |||
ADDRESS Morrison & Foerster | |||
CITY 345 California Street | |||
STATE San Francisco, California 94104-2675 | |||
ZIP CODE | |||
SEC/STATE REV. 1/88 | FORM LP-2-FILING FEE: $15 Approved by Secretary of State |
[Seal] | State of California Secretary of State Bill Jones | ENDORSED - FILED In the Office of the Secretary of State of the State of California OCT 05 2001 BILL JONES, Secretary of State This Space For Filing Use Only |
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP A $30.00 filing fee must accompany this form. IMPORTANT- Read Instructions before completing this form. |
1. | SECRETARY OF STATE FILE NUMBER 9407700013 | 2. NAME OF LIMITED PARTNERSHIP Essex Portfolio, L.P. |
3. | COMPLETE ONLY THE BOXES WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED, IF NECESSARY. |
A. | LIMITED PARTNERSHIP NAME (END THE NAME WITH THE WORDS "LIMITED PARTNERSHIP" OR THE ABBREVIATION "LP.") | |||
B. | THE STREET ADDRESS OF THE PRINCIPAL OFFICE ADDRESS 925 East Meadow Drive | |||
CITY Palo Alto | STATE California | ZIP CODE 94303 | ||
C. | THE STREET ADDRESS IN CALIFORNIA WHERE RECORDS ARE KEPT | |||
STREET ADDRESS | ||||
CITY | STATE CA | ZIP CODE | ||
D. | THE ADDRESS OF GENERAL PARTNER(S) | |||
NAME Essex Property Trust, Inc. | ||||
ADDRESS 925 East Meadow Drive | ||||
CITY Palo Alto | STATE California | ZIP CODE 94303 | ||
E. | NAME CHANGE OF A GENERAL PARTNER | FROM: | TO: | |
F. | GENERAL PARTNER(S) CESSATION | |||
G. | GENERAL PARTNER ADDED | |||
NAME | ||||
ADDRESS | ||||
CITY | STATE | ZIP CODE | ||
H. | THE PERSON(S) AUTHORIZED TO WIND UP AFFAIRS OF THE LIMITED PARTNERSHIP | |||
NAME | ||||
ADDRESS | ||||
CITY | STATE | ZIP CODE | ||
I. | THE NAME OF THE AGENT FOR SERVICE OF PROCESS Jordan E. Ritter | |||
J. | IF AN INDIVIDUAL, CALIFORNIA ADDRESS OF THE AGENT FOR SERVICE OF PROCESS | |||
ADDRESS 925 East Meadow Drive | ||||
CITY Palo Alto | STATE CA | ZIP CODE 94303 | ||
K. | NUMBER OF GENERAL PARTNERS' SIGNATURES REQUIRED FOR FILING CRETIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION. ☐ | |||
L. | OTHER MATTERS (ATTACH ADDITIONAL PAGES, IF NECESSARY). | |||
4. | TOTAL NUMBER OF PAGES ATTACHED (IF ANY) N/A | |||
5. | I CERTIFY THAT THE STATEMENTS CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO MY OWN KNOWLEDGE. I DECLARE THAT I AM THE PERSON WHO IS EXECUTING THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. |
/s/ Jordan E. Ritter | Senior Vice President of General Partner, of Essex Property Trust, Inc. | Jordan E. Ritter | 10/02/01 | ||
SIGNATURE | POSITION OR TITLE | PRINT NAME | DATE | ||
SIGNATURE | POSITION OR TITLE | PRINT NAME | DATE | ||
SEC/STATE (REV. 10/98) | FORM LP-2 - FILING FEE: $30.00 Approved by Secretary of State |
LP-2 | Amendment to Certificate of Limited Partnership (LP) | FILED Secretary of State State of California FEB 17 2016 This Space For Office Filing Use Only |
To change information of record for your LP, fill out this form, and submit for filing along with: | ||
– A $30 filing fee. | ||
– A separate, non-refundable $15 service fee also must be included, if you drop off the completed form. | ||
Items 3–7: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters. | ||
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm | ||
1 | LP’s File No. (issued by CA Secretary of State) | 2 | LP’s Exact Name (on file with CA Secretary of State) |
199407700013 | ESSEX PORTFOLIO, L.P. |
New LP Name | ||
3 | ||
Proposed New LP Name | The new LP name: must end with: "Limited Partnership," "LP," or "L.P.," and may not contain "bank," "insurance," "trust," "trustee," incorporated," "inc.," "corporation," or "corp." |
New LP Addresses | |||||
4 | a. | 1100 PARK PLACE, SUITE 200 | SAN MATEO | CA | 94002 |
Street Address of Designated Office in CA | City (no abbreviations) | State | Zip | ||
b. | SAME | ||||
Mailing Address of LP, if different from 4a | City (no abbreviations) | State | Zip | ||
New Agent/Address for Service of Process (The agent must be a CA resident or qualified 1505 corporation in CA.) | |||||
5 | a. | ||||
Agent's Name | |||||
b. | 1100 PARK PLACE, SUITE 200 | SAN MATEO | CA | 94002 | |
Agent's Street Address (if agent is not a corporation) | City (no abbreviations) | State | Zip | ||
General Partner Changes | |||||||
6 | a. | New general partner: | |||||
Name | Address | City (no abbreviations) | State | Zip | |||
b. | Address change: | 1100 PARK PLACE, SUITE 200 | SAN MATEO | CA | 94002 | ||
Name | New Address | City (no abbreviations) | State | Zip |
c. | Name change: | Old name: | New name: |
d. | Name of dissociated general partner: |
Dissolved LP (Either check box a or check box b and complete the information. Note: To terminate the LP, also file a Certificate of Cancellation (Form LP-4/7), available at www.sos.ca.gov/business/be/forms.htm.) | |||||||
7 | a. | ☐ The LP is dissolved and wrapping up its affairs. | |||||
b. | ☐ The LP is dissolved and has no general partners. The following person has been appointed to wrap up the affairs | ||||||
of the LP: | |||||||
Name | Address | City (no abbreviations) | State | Zip | |||
Read and sign below: This form must be signed by (1) at least one general partner; (2) by each person listed in item 6a; and (3) by each person listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). If item 7b is checked, the person listed must sign. If a trust, association, attorney-in-fact, or any other person not listed above is signing, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment. Signing this document affirms under penalty of perjury that the stated facts are true. |
(see attached addendum) | 01/14/2016 | |||
Sign here | Print your name here | Date | ||
Sign here | Print your name here | Date | ||
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee. | By Mail Secretary of State Business Entities, P.O. Box 944225 Sacramento, CA 94244-2250 | Drop-Off Secretary of State 1500 11th Street, 3rd Floor Sacramento, CA 95814 |
ADDENDUM TO
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
ESSEX PORTFOLIO, L.P.
ESSEX PORTFOLIO, L.P., | ||
A California limited partnership | ||
By: | Essex Property Trust, Inc., | |
A Maryland corporation, | ||
Its General Partner |
By: | /s/ Jordan E. Ritter | ||
Name: | Jordan E. Ritter | ||
Title: | Senior Vice President |
LP-2 | Amendment to Certificate of Limited Partnership (LP) | FILED Secretary of State State of California DEC 04 2018 This Space For Office Use Only |
To change information of record for your LP, fill out this form, and submit for filing along with: | ||
– A $30 filing fee. | ||
– A separate, non-refundable $15 service fee also must be included, if you drop off the completed form. | ||
Items 3–7: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters. | ||
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm | ||
1 | LP’s File No. (issued by CA Secretary of State) | 2 | LP’s Exact Name (on file with CA Secretary of State) |
199407700013 | ESSEX PORTFOLIO, L.P. |
New LP Name | ||
3 | ||
Proposed New LP Name | The new LP name: must end with: "Limited Partnership," "LP," or "L.P.," and may not contain "bank," "insurance," "trust," "trustee," incorporated," "inc.," "corporation," or "corp." |
New LP Addresses | |||||
4 | a. | CA | |||
Street Address of Designated Office in CA | City (no abbreviations) | State | Zip | ||
b. | |||||
Mailing Address of LP, if different from 4a | City (no abbreviations) | State | Zip | ||
New Agent/Address for Service of Process (The agent must be a CA resident or qualified 1505 corporation in CA.) | |||||
5 | a. | DANIEL J. ROSENBERG | |||
Agent's Name | |||||
b. | 1100 PARK PLACE, SUITE 200 | SAN MATEO | CA | 94403 | |
Agent's Street Address (if agent is not a corporation) | City (no abbreviations) | State | Zip | ||
General Partner Changes | |||||||
6 | a. | New general partner: | |||||
Name | Address | City (no abbreviations) | State | Zip | |||
b. | Address change: | ||||||
Name | New Address | City (no abbreviations) | State | Zip |
c. | Name change: | Old name: | New name: |
d. | Name of dissociated general partner: |
Dissolved LP (Either check box a or check box b and complete the information. Note: To terminate the LP, also file a Certificate of Cancellation (Form LP-4/7), available at www.sos.ca.gov/business/be/forms.htm.) | |||||||
7 | a. | ☐ The LP is dissolved and wrapping up its affairs. | |||||
b. | ☐ The LP is dissolved and has no general partners. The following person has been appointed to wrap up the affairs | ||||||
of the LP: | |||||||
Name | Address | City (no abbreviations) | State | Zip | |||
Read and sign below: This form must be signed by (1) at least one general partner; (2) by each person listed in item 6a; and (3) by each person listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). If item 7b is checked, the person listed must sign. If a trust, association, attorney-in-fact, or any other person not listed above is signing, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment. Signing this document affirms under penalty of perjury that the stated facts are true. |
(see attached addendum) | ||||
Sign here | Print your name here | Date | ||
Sign here | Print your name here | Date | ||
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee. | By Mail Secretary of State Business Entities, P.O. Box 944225 Sacramento, CA 94244-2250 | Drop-Off Secretary of State 1500 11th Street, 3rd Floor Sacramento, CA 95814 |
ADDENDUM TO
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
ESSEX PORTFOLIO, L.P,
LP’s FILE NO. 199407700013
SIGNATURE OF GENERAL PARTNER:
Essex Property Trust, Inc.,
A Maryland corporation
By: | /s/ Anne M. Morrison | Date: November 30, 2018 | |
Anne M. Morrison | |||
Group Vice President |
[Seal] | I hereby certify that the foregoing transcript of 7 page(s) is a full, true and correct copy of the complete record in the custody of the California Secretary of State's office as of this date: | ||
Date: Feb 08 2019 | |||
/s/ Alex Padilla | |||
ALEX PADILLA, Secretary of State |